Fridman, who owns 25% of the Russian oil JV through AAR, met with BP institutional shareholders and key analysts over the first half of the week with a proposal that BP pay cash and a significant minority equity stake for AAR's 50% holding in TNK-BP or sell half of its 50% stake in the JV to the Russian investment group.
AAR would prefer to sell its holding but is proposing the second option as a quick fix to allow BP to monetize some of its stake in the JV and end a board-level impasse that has paralyzed decision making, according to a person familiar with the talks.
The meetings are part of an effort by Fridman, and AAR's other Russian-born billionaire backers, to take the initiative in deciding the fate of TNK-BP. The Russian partners were taken by surprise on June 1, when BP said it would seek a buyer for its 50% stake in Moscow-headquartered TNK-BP after it received "unsolicited indications of interest."
Analysts have suggested that the stake is worth $25 billion to $30 billion though a Citigroup Inc. note published on June 20 claimed that the valuation was "probably unrealistic," and suggested that the "AAR is likely the only realistic bidder for BP's stake at this point in time."
Citigroup was one of a handful of institutions to be presented with the Russian JV partner's proposals. "AAR looks to be offering two solutions to the restructuring, although we doubt whether either solution is massively palatable to BP in its current form," Citigroup's London-based analysts Alastair Syme and Michael Alsford noted.
The analysts suggested that BP would not "be willing to issue new shares at current valuations and leave AAR as a significant shareholder in the company." They also noted that the option of selling a 25% stake to AAR would raise an issue "on the value that could be assigned to BP's remaining (potentially stranded) stake in TNK-BP."
AAR believes it unlikely that BP has found a bidder committed to buying its 50% stake in the Russian JV. The Russian investors have not been asked by the British company to allow a third party to see their confidential shareholder agreement, a move that would likely form part of any initial due diligence study.
News reports in the wake of BP's announcement had suggested that OAO Rozneftegas, a Russian state-controlled energy holding company, was behind the approach for BP's stake. That prospect faded in recent weeks after Igor Shuvalov, Russia's first deputy prime minister, told the Wall Street Journal that he was opposed to a state company buying BP's stake.
TNK-BP accounts for about 30% of BP's production and reserves, while its about $3.8 billion in annual dividends equates to about 20% of the British company's earnings.
BP and AAR have fallen out repeatedly since the JV was agreed in 2003 and the board hasn't met since December, when several directors, including former German Chancellor Gerhard Schröder, quit, reportedly because of disagreements over TNK-BP's intention to sue its British parent.
AAR wants "several billion dollars" in compensation from BP linked to the British company's failed plan to tie itself to Russia's OAO Rosneft, according to Citigroup's note. BP had planned a share exchange and joint exploration program with Rosneft but was blocked by courts that ruled the deal was contrary to TNK-BP's shareholder agreements.
Citigroup said that following its meetings with AAR it had concluded that the relationship between BP and its partner was so damaged that TNK-BP could not continue as it is.
Shares in BP traded Thursday early afternoon at 416.05 pence ($6.54) down 9.6 or just over 2% on their previous close.
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